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- 1. Acquisition and RestructuringStrategies Robert E. Hoskisson Michael A. Hitt R. Duane Ireland Chapter 8
- 2. Chapter 2 StrategicLeadership Chapter 4 The Internal Organization Chapter 6 Competitive Rivalry and Competitive Dynamics Chapter 9 International Strategy Chapter 1 Introduction to Strategic Management Chapter 3 The External Environment Chapter 5 Business-Level Strategy Chapter 8 Acquisitions and Restructuring Strategies Chapter 11 Corporate Governance Strategic Intent Strategic Mission Chapter 7 Corporate-Level Strategy Chapter 10 Cooperative Strategy Chapter 12 Strategic Entrepreneurship Strategic Analysis Strategic Thinking Creating Competitive Advantage Monitoring And Creating Entrepreneurial Opportunities The Strategic Management Process Chapter 8 Acquisition and Restructuring Strategies
- 3. Discussion Questions Whatis the difference between a merger and an acquisition? To what does restructuring refer? Why do firms pursue mergers and acquisitions? What are the problems associated with mergers and acquisitions? Click Here Click Here Click Here More discussion questions Click Here
- 4. Discussion Questions (cont.)If mergers and acquisitions are normally a break-even strategy for the acquiring firm, why is there so much M&A activity? What are the attributes of effective acquisitions? What are the advantages and disadvantages of downsizing? Why has downscoping often led to increases in value? When should a leveraged buyout be pursued? Click Here Click Here Click Here
- 5. Discussion Question 1What is the difference between a merger and an acquisition? To what does restructuring refer?
- 6. Mergers, Acquisitions andTakeovers Merger: a strategy through which two firms agree to integrate their operations on a relatively co-equal basis Acquisition: a strategy through which one firm buys a controlling interest in another firm with the intent of making the acquired firm a subsidiary business within its own portfolio Takeover: a special type of an acquisition strategy wherein the target firm did not solicit the acquiring firm’s bid Click Here Return to Discussion Questions
- 7. Discussion Question 2Why do firms pursue mergers and acquisitions?
- 8. Reasons for MakingAcquisitions Acquisitions Increase market power Overcome entry barriers Cost of new product development Increase speed to market Increase diversification Reshape firm’s competitive scope Lower risk compared to developing new products Learn and develop new capabilities
- 9. Reasons for MakingAcquisitions: Factors increasing market power when a firm is able to sell its goods or services above competitive levels or when the costs of its primary or support activities are below those of its competitors usually is derived from the size of the firm and its resources and capabilities to compete Market power is increased by horizontal acquisitions vertical acquisitions related acquisitions Increased Market Power
- 10. Reasons for MakingAcquisitions: Barriers to entry include economies of scale in established competitors differentiated products by competitors enduring relationships with customers that create product loyalties with competitors acquisition of an established company may be more effective than entering the market as a competitor offering an unfamiliar good or service that is unfamiliar to current buyers Cross-border acquisition Overcome Barriers to Entry
- 11. Reasons for MakingAcquisitions: Significant investments of a firm’s resources are required to develop new products internally introduce new products into the marketplace Acquisition of a competitor may result in lower risk compared to developing new products increased diversification reshaping the firm’s competitive scope learning and developing new capabilities faster market entry rapid access to new capabilities Cost of New Product Development and Increased Speed to Market
- 12. Reasons for MakingAcquisitions: An acquisition’s outcomes can be estimated more easily and accurately compared to the outcomes of an internal product development process Therefore managers may view acquisitions as lowering risk Lower Risk Compared to Developing New Products
- 13. Reasons for MakingAcquisitions: It may be easier to develop and introduce new products in markets currently served by the firm It may be difficult to develop new products for markets in which a firm lacks experience it is uncommon for a firm to develop new products internally to diversify its product lines acquisitions are the quickest and easiest way to diversify a firm and change its portfolio of businesses Increased Diversification
- 14. Reasons for MakingAcquisitions: Firms may use acquisitions to reduce their dependence on one or more products or markets Reducing a company’s dependence on specific markets alters the firm’s competitive scope Reshaping the Firms’ Competitive Scope
- 15. Reasons for MakingAcquisitions: Acquisitions may gain capabilities that the firm does not possess Acquisitions may be used to acquire a special technological capability broaden a firm’s knowledge base reduce inertia Click Here Return to Discussion Questions Learning and Developing New Capabilities
- 16. Discussion Question 3What are the problems associated with mergers and acquisitions?
- 17. Problems With AcquisitionsAcquisitions Integration difficulties Inadequate evaluation of target Large or extraordinary debt Inability to achieve synergy Too much diversification Managers overly focused on acquisitions Resulting firm is too large
- 18. Problems With AcquisitionsIntegration challenges include melding two disparate corporate cultures linking different financial and control systems building effective working relationships (particularly when management styles differ) resolving problems regarding the status of the newly acquired firm’s executives loss of key personnel weakens the acquired firm’s capabilities and reduces its value Integration Difficulties
- 19. Problems With AcquisitionsEvaluation requires that hundreds of issues be closely examined, including financing for the intended transaction differences in cultures between the acquiring and target firm tax consequences of the transaction actions that would be necessary to successfully meld the two workforces Ineffective due-diligence process may result in paying excessive premium for the target company Inadequate Evaluation of Target
- 20. Problems With AcquisitionsFirm may take on significant debt to acquire a company High debt can increase the likelihood of bankruptcy lead to a downgrade in the firm’s credit rating preclude needed investment in activities that contribute to the firm’s long-term success Large or Extraordinary Debt
- 21. Problems With AcquisitionsSynergy exists when assets are worth more when used in conjunction with each other than when they are used separately Firms experience transaction costs (e.g., legal fees) when they use acquisition strategies to create synergy Firms tend to underestimate indirect costs of integration when evaluating a potential acquisition Inability to Achieve Synergy
- 22. Problems With AcquisitionsDiversified firms must process more information of greater diversity Scope created by diversification may cause managers to rely too much on financial rather than strategic controls to evaluate business units’ performances Acquisitions may become substitutes for innovation Too Much Diversification
- 23. Problems With AcquisitionsManagers in target firms may operate in a state of virtual suspended animation during an acquisition Executives may become hesitant to make decisions with long-term consequences until negotiations have been completed Acquisition process can create a short-term perspective and a greater aversion to risk among top-level executives in a target firm Managers Overly Focused on Acquisitions
- 24. Problems With AcquisitionsAdditional costs may exceed the benefits of the economies of scale and additional market power Larger size may lead to more bureaucratic controls Formalized controls often lead to relatively rigid and standardized managerial behavior Firm may produce less innovation Click Here Return to Discussion Questions Too Large
- 25. Discussion Question 4If mergers and acquisitions are normally a break-even strategy for the acquiring firm, why is there so much M&A activity? What are the attributes of effective acquisitions?
- 26. Attributes of EffectiveAcquisitions Attributes Results Complementary Assets or Resources Buying firms with assets that meet current needs to build competitiveness Friendly Acquisitions Friendly deals make integration go more smoothly Careful Selection Process Deliberate evaluation and negotiations are more likely to lead to easy integration and building synergies Maintain Financial Slack Provide enough additional financial resources so that profitable projects would not be foregone
- 27. Attributes of EffectiveAcquisitions Attributes Results Low-to-Moderate Debt Merged firm maintains financial flexibility Flexibility Has experience at managing change and is flexible and adaptable Sustain Emphasis on Innovation Continue to invest in R&D as part of the firm’s overall strategy Click Here Return to Discussion Questions
- 28. Discussion Question 5What are the advantages and disadvantages of downsizing? Why has downscoping often led to increases in value?
- 29. Restructuring Activities DownsizingWholesale reduction of employees Downscoping Selectively divesting or closing non-core businesses Reducing scope of operations Leads to greater focus Leveraged Buyout (LBO) A party buys a firm’s entire assets in order to take the firm private.
- 30. Restructuring and OutcomesClick Here Return to Discussion Questions Alternatives Short-Term Outcomes Long-Term Outcomes Lower performance Higher performance Higher risk Loss of human capital Emphasis on strategic controls High debt costs Reduced debt costs Reduced labor costs Downsizing Downscoping Leveraged buyout
- 31. Discussion Question 6When should a leveraged buyout be pursued?
Editor's Notes
- #2 Acquisition and Restructuring Strategies The instructor’s notes for this chapter on acquisition and restructuring strategies appear on several pages and include discussions related to the following topics: • Background regarding mergers and acquisitions in the 20th century • Horizontal and vertical acquisitions • Cost of new product development and speed to market • Problems in achieving acquisition success • Large or extraordinary debt • Managers overly focused on acquisitions • Restructuring • Downsizing, downscoping, and leveraged buyouts • Market power (Office Depot) • Synergy (HP-Compaq merger) • Merger and acquisition implementation (HP-Compaq merger)
- #7 Mergers, Acquisitions, and Takeovers Stats and Background (p. 242) There were five waves of mergers and acquisitions in the 20th century, with the last two in the 1980s and 1990s. About 40%–45% of the acquisitions in recent years were made across country borders. There were 55,000 acquisitions valued at $1.3 trillion in the 1980s, but acquisitions in the 1990s exceeded $11 trillion in value. The annual value of mergers and acquisitions peaked in 2000 at about $3.4 trillion and fell to about $1.75 trillion in 2001. Slightly more than 15,000 acquisitions were announced in 2001 compared to over 33,000 in 2000. Although acquisitions have slowed, their number remains high. Firms make acquisitions to increase market power, reduce competitive threat, to enter a new market, to spread risk, or as a way to obtain options that allow shifts in core business. Studies show that shareholders of acquired firms often earn above-average returns from an acquisition, while shareholders of acquiring firms typically earn returns from the transaction that are close to zero.
- #10 Reasons for Making Acquisitions Acquisitions (p. 244) Regardless of size, Horizontal Acquisitions occur when the acquirer and acquired companies compete in the same industry. Examples include McDonald’s acquisition of Boston Market, Daimler-Benz’s acquisition of Chrysler, Coors’ acquisition of Bass Brewers, and Amgen’s acquisition of Immunex. A Vertical Acquisition refers to a firm acquiring a supplier or distributor of one or more of its goods or services. This kind of acquisition leads to additional controls over parts of the value chain such as Walt Disney Company’s acquisition of Fox Family Worldwide. Since entering international markets is extremely difficult, acquisitions strategies are commonly used to overcome such barriers. The importance of entering and competing successfully in international markets is the fact that the five emerging markets of China, India, Brazil, Mexico, and Indonesia are among the 12 largest economies in the world, with a combined purchasing power that is one-half that of the G7 industrial nations of the United States, Japan, Britain, France, Germany, Canada, and Italy. (Continued on next slide.)
- #11 Reasons for Making Acquisitions (p. 244) (cont.) What is one of the most persuasive reasons to merge? Market Power: The Staple-Office Depot Proposed Merger • Rationalize the market, gaining strength to fend of discount national chains invading space (Wal-Mart, Target, and Kmart in office supplies and Best Buy and Circuit City in electronics) • Merger would have given Staples-Office Depot a tremendous advantage over its closest rival, Office Max, even if it was forced to sell off 63 stores to Office Max • Merger would help Staples-Office Depot to lower costs to better compete with larger rivals Wal-Mart, Kmart, etc. Anecdotal Evidence According to Office Depot’s own ads, file folders cost $1.95 in Orlando, Florida, where it competes with Staples and Office Max, and $4.17 in Leesburg, Florida, some 50 miles away, where it is the only office supply superstore (Source: FTC judgment). The Federal Trade Commission was concerned that the merge would allow the combined firm, which would have approximately 1,000 superstores, to control prices for the sale of office supplies in more than 40 markets throughout the United States. For some people, office supplies are a subject that inspires much passion. The CEO of Office Depot told Reuters that he's using bodyguards because of threats, apparently from his employees. A few of these employees, at least, seem to buy their executives' argument that the merger will probably lead to price cuts because it will definitely lead to job cuts. Other believers include investors who have bid up the stock prices of both firms. Punch Line On March 10, 1997, The Federal Trade Commission rejected the proposed merger of Staples and Office Depot. The Commission fears the $4.9 billion merger would hurt competition in the growing market for office supplies. Staples and Office Depot are two of the three largest office supply superstores in the country.
- #12 Reasons for Making Acquisitions (cont.) Cost of New Product Development and Increased Speed to Market (p. 247) Acquisition activity is extensive throughout the pharmaceutical industry, where firms use acquisitions to enter markets quickly to overcome product-development costs and to increase the predictability of returns on investments. Interestingly, Merck & Co. tends not to acquire new drugs but to develop them internally, a strategy that has worked in the last 20 years. It became the world’s largest pharmaceutical firm. However, now Merck has experienced problems and it trails Pfizer and GlaxoSmithKline in the industry. Merck may be unable to return to its number one ranking unless it acquires a successful pharmaceutical firm. Acquisitions often represent the fastest means to enter international markets and help firms overcome the liabilities associated with such strategic moves.
- #13 Reasons for Making Acquisitions (cont.) Synergy: The HP-Compaq Merger Extended broader product lines for combined firm and rationalize market standings Melded the product – service model of the two firms and brought scale vis-a vis competitors like IBM, EDS, etc. Product Categories: HIGH END UNIX Servers: World-wide (2000) HP mkt share: 11.4% Compaq mkt share: 3.0% Combined 14.4% stronger position against mkt leader Sun Microsystems w/ 47.1% share MID-RANGE UNIX servers: World-wide (2000) HP mkt share: 30.3% Compaq mkt share: 4.0% Combined 34.3% stronger position against mkt leader Sun Microsystems w/ 23.5% share PCs: US-only (2001) HP mkt share: 9.4% (w/ -21.3 growth rate) Compaq mkt share: 4.0% (w/ -18.8 growth rate) Combined 13.4% stronger position against mkt leader DELL w/ 24% share (and 9.8% growth rate) Laptops / Notebooks (2000) HP mkt share: 4.5% (w/ 129.2 growth rate) Compaq mkt share: 11.6% (w/ 10.4 growth rate) Combined 16.1% stronger position against mkt leader IBM w/ 13.3% share Rationalized combined operations to squeeze cost structure, (i.e. economies of scale argument
- #14 Reasons for Making Acquisitions (cont.) Synergy: The HP-Compaq Merger (cont.) Anecdotal Evidence Michael Capellas, chairperson and CEO of Compaq, said that his company's merger with Hewlett-Packard could receive a financial boost as the combined company thins the ranks of its component suppliers and uses size to increase its competitiveness. With higher volumes on its side, the merged companies will trim the number of suppliers they use for components such as memory chips and monitors, creating a significant reduction in costs. Industry analysts have questioned whether the merge would help HP compete more successfully against Dell Computer Corp. and IBM. Becoming large enough to compete against IBM was a reason cited by HP executives, but the new company is still far from its goal. It will more likely succeed at giving HP the bulk to better dictate its own terms in working with suppliers and partners such as Microsoft Corp., Oracle Corp. and Intel Corp. Previously, if HP did not do what Microsoft wanted, Microsoft could go to Compaq. Strategic suppliers could leverage the two companies against each other. With the merger, they won't be able to. (Continued on next slide.) Source: Stacy Cowley. With deal closed, countdown to new hp begins merger plans are well organized, but some products and employees will become history, analysts say. IDG News Service, May 6, 2002. (http://www.computerworld.com/hardwaretopics/hardware/ story/0,10801,70882,00.html)
- #15 Reasons for Making Acquisitions (cont.) Cost of New Product Development and Increase Speed to Market: SkillSoft and SmartForce SkillSoft and SmartForce created an e-learning outfit company. The global economic slowdown forced them to rationalize their operations and conclude that combining forces would lead to better product development, better client relations, and sustained competitive advantage. The Facts • A global e-Learning leader • Combined strength of two leaders: SkillSoft and SmartForce • Content development team on four continents • Over 4.5+ million registered online learners • Content in 15 languages • Over 18 years’ experience in learning • 44 industry certifications offered • Annual investment in R&D of $50+ million • Around the world in 65 countries • More than 2,500 enterprise-level customers • Largest library of more than 300,000 learning objects Platform for Development • Combination of SmartForce’s content with SkillPort, SkillSoft’s learning platform, to include support for SmartForce • Integration of SkillSoft content with the MySmartForce learning platform • Develop links to Books 24×7 Referenceware • Engineer SmartForce’s e3 courses (Continued on next slide.)
- #16 Reasons for Making Acquisitions (cont.) Cost of New Product Development and Increase Speed to Market: SkillSoft and SmartForce Results of Merger • Gain competitive advantage • Drive business transformation • Launch products faster • Improve customer loyalty • Increase productivity • Reduce costs • Retain employees • Ramp new hires faster • Increase job satisfaction • Eliminate knowledge gaps • Educate extended enterprise • Train globally, 24/7
- #18 Problems with Acquisitions Problems in Achieving Acquisition Success (p. 249) Research suggests that about 20% of all mergers and acquisitions (M&A) are successful, 60% produce disappointing results, and the last 20% are clear failures. Successful acquisitions demand a well-conceived strategy, avoiding paying too high a premium, and an effective integration process. As shown in Figure 8.1 in the text, several problems may prevent successful acquisitions. Integration is complex and involves a large number of activities. For instance, Intel acquired (DEC) Digital Equipment Corporation’s semiconductors division. Successful integration was crucial. On the day Intel began to merge the acquired division into its operations, hundreds of employees working in dozens of different countries needed to complete 6,000 deliverables.
- #19 Problems with Acquisitions M&A: Implementation Managing M&A implementation is challenging and often times beyond the scope of a firm’s core competence. Research and history shows that M&A is not value creating, rather it generally results in value-destroying. So why do firms do it? And what separates the great integrators from the rest? Classic Case: HP-Compaq Merger • Integration Difficulties: Two very distinct cultures without a shared history. Compaq coming off a badly integrated merger with Digital. • Inadequate Evaluation of Target: Did HP realize the erosion of Compaq’s market position in key product domains vis-à-vis competitors like Dell, Gateway, Sun Microsystems, etc.? • Debt: No evidence of threat to date (May just ignore) • Too Large of Firm: Does HP have any history absorbing a merger partner of this size? • Managers Overly Focused on Acquisition(s): A proxy fight is not the best way to kick off a merger deal. • Too Much Diversification: Low margin product lines may need to be jettisoned? • Inability to Achieve Synergy: Too early to tell, but melding the culture will go along way towards achieving synergy (Continued on next slide.)
- #20 Problems with Acquisitions (cont.) M&A: Implementation (cont.) Classic Case: HP-Compaq Merger (cont.) Anecdotal Evidence “ HP and Compaq claim to have dedicated some 1-million working hours to integration planning, which represents a thoroughness that is likely to pay off in the most well-organized transition plan in IT merger history, according to Paul McGuckin, an analyst at Stamford, CN-based Gartner Inc.” Ask Could that 1-million working hours be dedicated to better R&D, cost-saving measures, customer service, etc.? Ask If you were a strategic planner for IBM how would you react to the HP-Compaq merger? Ask What lessons did HP-Compaq learn from previous mergers, and why will this time be any different? Source: Stacy Cowley. With deal closed, countdown to new hp begins merger plans are well organized, but some products and employees will become history, analysts say. IDG News Service, May 6, 2002. (http://www.computerworld.com/hardwaretopics/hardware/ story/0,10801,70882,00.html)
- #21 Problems with Acquisitions (cont.) Large or Extraordinary Debt (p. 251) Junk Bonds are a financing option through which risky acquisitions are financed with money (debt) that provides a large potential return to lenders (bondholders). Because junk bonds are unsecured obligations interest rates for these high-risk debt instruments sometimes reached between 18%-20% during the 1980s. Junk bonds are now used less frequently to finance acquisitions, yet some firms still take on significant debt to acquire companies. For example, Disney increased its total debt by $5.3 billion to $15 billion to acquire Fox Family Worldwide. This action caused Moody’s Investors Service to downgrade Disney’s debt condition. Disney is now a potential takeover target because of its poor performance. Analysts also question the amount of debt taken on by International Paper to finance several acquisitions. The firm built its debt to $15.5 billion, equal to approximately 50% of its capital and 400% of its annual cash flow. In general, firms using related diversification strategies outperform those employing unrelated diversification strategies, yet conglomerates based on unrelated diversification strategy can also be successful. For example, Virgin Group, with interests ranging from cosmetics to trains, is successful, operating over 200 companies worldwide and employing over 25,000 people.
- #22 Problems with Acquisitions (cont.) Managers Overly Focused on Acquisitions (p. 254) Acquisition strategies with which managers become involved include (1) searching for acquisition candidates, (2) completing due-diligence, (3) negotiations, and (4) managing the post-acquisition integration. For example, Case Corporation acquired New Holland to create CNH Global with annual sales of almost $11 billion, resulting in the second highest market share in the agricultural and construction equipment industry. However, as markets were rapidly changing and customers were defecting, CNH’s annual revenues in 2000 declined by $2.5 billion. Clearly, executives should avoid focusing on an acquisition strategy at the expense of the firm’s long-term value creating ability.
- #30 Restructuring Activities Restructuring (p. 256) Restructuring is a strategy through which a firm changes its set of businesses or financial structure. Famous restructurings to correct for acquisition failures were (1) AT&T’s $7.4 billion purchase of NCR and subsequent spin-off of the company in a deal valued at $3.4 billion; (2) Novell’s purchase of WordPerfect for $1.4 billion and its sale to Corel for $124 million; and (3) Quaker Oats acquisition of Snapple Beverage Company for $1.7 billion, only to sell it three years later for $300 million. Downsizing (p. 257) Research shows that 85% of Fortune 1000 firms have used downsizing as a restructuring strategy. Moreover, Fortune 500 firms laid off more than one million employees, or 4% of their collective workforce, in 2001 and into the beginning of 2002. For example, to increase its operating profits by $9 billion over the next few years Ford announced a major downsizing and restructuring plan in 2002. Ford will lay off 35,000 employees worldwide, closing five manufacturing plants and cutting production at the remaining plants by an average of 16%. Because four of the five plants scheduled for closure are in the United States and the fifth is in Canada, North American operations will be hit particularly hard. Ford executives felt forced to take this action because of poor financial performance and a loss of market share to competitors. Downscoping (p. 258) Downscoping refers to divestiture, spin-off, or some other means of eliminating businesses that are unrelated to a firm’s core businesses. For example, poor performance forced AT&T into two restructurings in the last ten years. AT&T completed a divestiture by spinning off Lucent Technologies and NCR. When AT&T’s long distance business began to lose market share, CEO Michael Armstrong diversified by acquiring cable companies at a high a price. He then provided high-speed Internet access and local telephone service over the cable-television network, but the poor performance in the core business continued. Thereafter a downscoping restructuring was announced, but results in 2002 were not encouraging. Pro forma revenues were expected to decline almost 13% compared to the previous year. Leveraged Buyouts (p. 259) A leveraged buyout (LBO) is a restructuring strategy whereby a party buys all of a firm’s assets in order to take the firm private. Once the transaction is completed, the company’s stock is no longer traded publicly. Usually, significant amounts of debt are incurred to finance the buyout. Hence the term “leveraged” buyout. Three types of LBOs exist: management buyouts (MBOs); employee buyouts (EBOs); and whole-firm buyouts, in which one company or partnership purchases an entire company instead of a part of it. Research has shown that management buyouts can also lead to greater entrepreneurial activity and growth.